All members of the Issuance Express Community should read this disclosure carefully.

Issuance Express Disclosure

All members of the Issuance Express Community should read this disclosure carefully. You will be asked to acknowledge your understanding before making an investment or offering securities. These items are all designed to foster a positive environment and protect the rights of all members, and they also define what you should expect when using Issuance Express. Jumpstart Micro, Inc. d.b.a. Issuance Express is a Funding Portal registered with the SEC and a member of FINRA. Issuance Express is a wholly-owned subsidiary of Issuance, Inc.

Investors

These are individuals, corporate entities, and trusts who are reviewing investment opportunities and making investments. It should be clear that Issuance Express is a Funding Portal, and we offer no advice or recommendations to Investors. Investors and their advisors solely decide to invest. In order to invest, Investors will have to open an account with the Funding Portal. As part of that process, Investors must consent to receive all communications by email.

Issuers

An Issuer is a company offering securities for sale to raise capital for their business up to $5M annually. Through the Issuance Express Funding Portal, they present the project to Investors for consideration and are available to answer any questions by issuers in a public forum. Issuers are required to provide specific detail on the investment opportunity as outlined below.

The process for the offer, purchase, and issuance of securities through the Funding Portal.

Offering: Issuers use the Funding Portal tools to create an offering page of pertinent information for Investors to review and consider. Issuers also complete Form C, which is filed with the SEC and is available from the offering page. Investors can ask questions in a public forum with other Investors to gain more insight. An offer may be debt with repayment terms and interest or equity (stock) where the Issuer sells shares or a debt obligation in their Company to Investors, or a derivative such as a Simple Agreement for Future Equity (SAFE) or convertible note.

Purchase: After having reviewed the investment details and required disclosures, including risk factors, Investors can purchase the securities an Issuer offers by selecting the investment button on the Issuer's offering page and by completing a subscription agreement and processing a payment, which is immediately sent into an escrow account. An email will be sent to confirm the investment details, including the invested amount and the share price.

Escrow: Funds remain in the Escrow Account until the minimum offering amount has been reached for the Issuer's offering. There is often a rolling close once the minimum offering amount is achieved to continue the offering up to the maximum offering amount. For example, if the minimum is $200,000 and the maximum is $500,000, the Issuer can close on the first $200,000 and then continue to raise to the maximum of $500,000 with periodic closes. This is disclosed on the offering page and in the Issuers Form C Offering Statement filed with the SEC.

Refund: If an issuer does not complete an offering (for example, because the target (minimum offering amount) was not reached or the Issuer decided to terminate the offering) Issuance Express will, within five business days, send to each Investor with an investment commitment a notification disclosing the cancellation of the offering, the reason for the cancelation, and the refund amount that the Investor should expect to receive. This notification, like all notifications, is by email.

The limitations on an investor's right to cancel an investment commitment.

Investors have a right to cancel their investment pursuant to an escrow closing identified in the Issuer's offering materials.

Investors can always cancel their investment up to 48 hours before the deadline. If not canceled, the investment will be completed and the investor will receive the purchased security.

The risks associated with investing in securities offered and sold in reliance on Regulation Crowdfunding.

Investment Risk: Purchasing stock, debt, or derivatives in early-stage companies is only suitable for people or entities that can afford the risk of losing their entire investment. Many factors could adversely affect the Issuers' business, financial condition, and operating results, and you could lose part or all your investment. The risks and uncertainties described by Issuers are not the only ones Issuers may face. Additional risks and uncertainties not currently known or considered immaterial may also impair business operations. Issuance Express only provides a portal to present investment opportunities and does not evaluate or recommend any investments.

Minority Ownership: Depending on the security, an Investor may or may not have voting rights or have fewer voting rights and, collectively with the other Investors, may have a minority interest in the Issuer. Having a minority interest limits an Investor's ability to make or influence any decisions regarding the Issuer’s business. All Investors should consider this risk and assess their confidence in the management team to make prudent decisions in the interest of all stakeholders.

Speculative: Investments in startups and early-stage ventures are speculative, and these enterprises often fail. Unlike an investment in a mature business with a track record of revenue and income, the success of a startup or early-stage venture often relies on developing a new product or service that may or may not find a market. You should be able to afford and be prepared to lose your entire investment.

Illiquidity: You will be limited in your ability to resell your investment for the first year and may need to hold your investment indefinitely. Unlike investing in companies listed on a stock exchange, where you can quickly and easily trade securities, you may have to locate an interested buyer when you seek to resell your investment.

Valuation and capitalization: Your Regulation Crowdfunding investment may purchase an equity stake in a startup. Unlike exchange-listed companies valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult, and you may risk overpaying for the equity stake you receive. In addition, there may be additional classes of Equity with rights that are superior to those sold through Regulation Crowdfunding.

Limited disclosure: The Issuer must disclose information about the Issuer's company, its business plan, the offering, and its anticipated use of proceeds, among other things. An early-stage company may be able to provide only limited information about its business plan and operations because it does not have fully developed operations or a long history to provide more disclosure. The Issuer is also only obligated to file information annually regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events—continuing disclosure that you can use to evaluate the status of your investment. In contrast, you may have only limited continuing disclosures about your Regulation Crowdfunding investment.

Investment in personnel: An early-stage investment is also an investment in the entrepreneur or management of the Issuer. Being able to execute the business plan is often an essential factor in whether the business is viable and successful. You should also be aware that a portion of your investment may fund the compensation of the Issuer's employees, including its management. You should carefully review any disclosure regarding the Issuer's use of proceeds.

Possibility of fraud: In light of the relative ease with which early-stage companies can raise funds through crowdfunding, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that Regulation Crowdfunding investments will be immune from fraud.

Lack of professional guidance: Many successful companies partially attribute their early success to the advice of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the Issuer's board of directors and play an important role through their resources, contacts, and experience in assisting early-stage companies in executing their business plans. An early-stage company primarily financed through Regulation Crowdfunding may not have the benefit of such professional investors.

Types of Securities offered by Issuers.

Issuers can offer equity (stock) debt, or derivative securities. An equity investment gives the Investor ownership in the Issuer and does not get paid back for their investment or receive any payments. The exception is if the Issuer is profitable and management issues a cash dividend to the shareholders. In most cases, investors buy stock believing that the value will grow over time, and the Issuer will either sell the business or take action to create liquidity for the shareholders, such as going public. A corporation has common and preferred stocks, with preferred being a higher class of stock. An Issuer may also be a Limited Liability Company (LLC). However, there is also the risk that the value of the stock will be diluted or a full loss of your investment may occur.

Debt is an agreement to repay your investment with interest over a defined period. An example is to raise $300,000 and pay it back at an interest rate of 10% annually over five years. The monthly payments will be defined in the agreement. Debt is inherently less risky. In Bankruptcy, a debt holder is paid back before equity holders receive any benefit. However, there is always the risk that they company can not pay back the note to investors and investors will lose their entire investment.

A SAFE is known as a derivative. In most cases a SAFE may not have a valuation, but plans to set one in the future when certain events take place, such as an institutional investment in the company. SAFEs may offer a discount on the future valuation, a cap, setting a maximum future valuation. Investing in a SAFE means an investor is entitled to a number of shares in the future, based on the valuation and conversion of the SAFE to equity. It is crucial for investors to review the terms of a SAFE carefully. Like all investments, there is the risk of losing your investment. For additional guidance on SAFE's go to: https://www.investor.gov/additional-resources/spotlight/directors-take/interested-crowdfunding-be-safe-when-looking-safes

Read any provisions carefully. Issuers may offer other features that must be disclosed, such as buyback rights, or in the case of debt, it might be interest-only with a balloon payment of the principal at the end, and these will be clearly defined.

Effects of Dilution and Limited Control.

When an Issuer issues additional shares (stock), this reduces an existing investor's proportional ownership in the Issuers company. This often leads to a common problem called dilution which may happen through raising more capital or acquisition to expand the company. As a minority shareholder means, you don’t have the ability to be protected from dilution. This is a risk of investing in stocks that investors must be aware of. For example, assume that a business has ten shareholders, and each shareholder owns one share (10%) of the Issuer. Suppose the company issues ten new shares, and a single investor buys them all up. There are now 20 total shares outstanding, and the new Investor owns 50% of the Company. Then, each original Investor now owns just 5% of the Company (1 share out of 20 outstanding) because the new shares have diluted their ownership.

Dilution is also a factor in Debt Instruments. Suppose an investor holds a promissory note, and the Issuer continues to borrow money that may have a liquidation preference above the Investor's debt. In that case, the Issuer's ability to pay the Investor's debt may be diminished. If the Issuer becomes insolvent, the Investor will have a payment preference over equity shareholders but will also need to share any final liquidation value of the Issuer with other debt holders and may receive less or no value for their promissory note. Investors should not assume there is no dilution because they have a debt investment.

The restrictions on the resale of securities offered and sold.

There is no public market where you can sell the securities. Under Regulation Crowdfunding, the transfer or sale of securities is limited for 12 months. During the first 12 months, transfers are permitted: (1) to the Issuer of the securities; (2) to an accredited investor; (3) as part of an offering registered with the SEC; or (4) to a member of the family of the Investor or the equivalent, to a trust controlled by the Investor, to a trust created for the benefit of a member of the family of the Investor or the equivalent, or in connection with the death or divorce of the Investor or other similar circumstance. Even after 12 months, there may not be a market for the securities. It is best to consider any investment through the crowdfunding process as an investment in the Issuer's long-term future.

Annual Reporting by Issuers.

Types of information that an issuer is required to provide in annual reports, the frequency of the delivery of that information, and the possibility that the Issuer's obligation to file annual reports may terminate in the future.

Issuers are required to file annual reports with the SEC. An issuer is required to identify a location on their website where annual reports will be posted each year. Issuers must file and post these for their Investors within 120 days of their corporate fiscal year-end.

The annual report will contain financial statements certified by the Issuer's principal executive officer to be compliant with US generally accepted accounting standards. If the Issuer has financial statements that have been reviewed or audited by an independent certified public accountant, they will be provided.

The annual report should include the information filed in the offering statement and disclose information about the Issuer and its financial condition in the same way as required in connection with the offer and sale of the securities.

Termination of reporting may occur if the following conditions are met:

• The Issuer has filed at least one annual report and has fewer than 300 holders of record;

• The Issuer has filed at least three annual reports and has total assets that do not exceed $10 million;

• (Sales of the business) The Issuer or another party purchases or repurchases all of the securities, including any payment in full of debt securities or any complete redemption of redeemable securities; or

• The Issuer liquidates or dissolves in accordance with state law.

Issuer Form C Offering Statement.

An Offering Statement is filed with the Securities Exchange Commission before offering securities to Investors. On the offering page for each Issuer, there is a link to the SEC website to view all filings by the Issuer and a link to their Offering Statement relating to the crowdfunding offering. All Investors should obtain a copy and read it carefully.

The limits on the amount investors may invest.

Regulation Crowdfunding rules limit the amount an Investor may invest in all crowdfunding offerings in any 12-month period.

Unaccredited Investors:

• If either your annual income or your net worth is less than $124,000, then during any 12-month period, you can invest up to the greater of either $2,500 or 5% of the greater of your annual income or net worth.

• If your annual income and net worth are equal to or more than $124,000, then during any 12-month period, you can invest up to 10% of your annual income or net worth, whichever is greater, but not to exceed $124,000.

Accredited Investors:

• If you are an accredited investor, then there are no limits on how much you can invest.

• An individual will be considered an accredited investor if he or she:

  • Earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years and reasonably expects the same for the current year,

  • Has a net worth over $1 million, either alone or together with a spouse or spousal equivalent (excluding the value of the person's primary residence and any loans secured by the residence (up to the value of the residence)), OR

  • An individual holds certain professional certifications, designations, or credentials in good standing, including a Series 7, 65, or 82 license.

  • A spousal equivalent means a cohabitant occupying a relationship equivalent to that of a spouse.

  • There are different accreditation rules for entities such as companies and trusts.

Joint calculation:

• You can calculate your annual income or net worth by jointly including your spouse's income or assets, and the property doesn't need to be held together. However, if you calculate your income or assets jointly with your spouse, each crowdfunding investment cannot exceed the limit that would apply to an individual investor at that annual income or net worth level.

All investors:

• Holders of securities sold in a crowdfunding offering will generally be required to hold all securities purchased for a least one year before engaging in sales.

Tiered Financial Disclosures by Issuers.

The minimum level of financial disclosure required by the Issuer depends on the amount of money being raised or raised by the Issuer in the prior 12 months:

$124,000 or less - financial statements and specific line items from income tax returns, both of which are certified by the principal executive officer of the Issuer, unless financial statements are reviewed or audited by an independent public accountant and the accountant's review or audit report, as the case may be, are otherwise available.

$124,000.01 to $618,000 - financial statements reviewed by an independent public accountant and the accountant's review report unless financial statements audited by an independent public accountant and the accountant's audit report are otherwise available.

$618,000.01 to $1.235 million - if first-time crowdfunding and audited financial statements are not available, then financial statements reviewed by an independent public accountant and the accountant's review report, otherwise, financial statements audited by an independent public accountant and the accountant's audit report.

More than $1.235 million, or more than $618,000 for repeat Issuers (up to the maximum aggregate of $5 million) - financial statements audited by an independent public accountant and the accountant's audit report. An audit provides a level of scrutiny by the accountant that is higher than a review.

The circumstances in which the Issuer may cancel an investment commitment.

Issuers can cancel an Investor’s investment under these circumstances:

• Issuers are required to report all material changes while selling securities and file an amended Form C with the SEC. Investors are notified of the change and have five days to reconfirm their investment, or it is canceled. The offering is also extended an additional five days if necessary. A notice will be sent to the Investor with the reason for the cancellation, and the investment will be refunded if funds were collected. All communications will be emailed to the investors' registered email addresses on the portal (the email you signed up with).

• If the target investment is not met, the investment is canceled and returned to the Investor.

• The escrow agent bank will perform an Anti-Money Laundering check which is standard practice at a bank. Should this come back negative, the Investor funds will be returned.

• An Investor may cancel their investment within 48 hours of being notified of a closing escrow. If the investment is not canceled, the investor will received the securities purchased.

Issuer Material Changes During and Offering.

If an Issuer discloses a material change during an offering, Investors are notified and have five days to reconfirm their investment, or it will be returned. Continuing forward after a material change, Issuers will follow these rules:

• The offering remains open for a minimum of 21 days;

• Issuance Express provides notice to any potential investors and gives or sends notice to investors that have made investment commitments in the offering of:

• The new, anticipated deadline of the offering;

• The right of investors to cancel investment commitments for any reason until 48 hours prior to the new offering deadline; and

• Whether the Issuer will continue to accept investment commitments during the 48 hours before the new offering deadline.

• The new offering deadline is scheduled for and occurs at least five business days after the notice required in section 2 is provided; and

• At the time of the new offering deadline, the Issuer continues to meet or exceed the target offering amount.

The need for Investors to consider whether investing in a security offered and sold is appropriate for him or her.

Investors should read all materials provided and carefully consider whether the investment offered is appropriate for them in light of their own personal financial circumstances, objectives, and ability to assess risk. The risks include the potential loss of investment, lack of control as a minority shareholder, the unpredictable future of the Issuer, and the potentially long-term nature of investing in early-stage companies, as well as the specific risks identified by the Issuers in their Form Cs. Each Investor should consider these risks seriously and seek any advice before investing.

Information Disclosed by Issuers

Issuers will disclose this information to Investors:

• Details about the offering and its terms, including termination date, minimum and maximum offering amounts.

• Information about officers and directors, as well as owners of 20 percent or more of the Issuer.

• A description of the Issuer's business and the detailed use of proceeds from the offering.

• The price to the public of the securities or the method for determining the price, the target offering amount, the deadline to reach the target offering amount, and whether the Issuer will allow an oversubscription of the offering.

• A discussion of the Issuer's financial condition, including certified, reviewed, or audited financial information using Generally Accepted Accounting Principles.

• Breakdown of compensation to Issuance Express and other costs associated with the offering.

• The location on the Issuer's website where investors will be able to find the Issuer's annual report and the date by which such report will be available on the Issuer's website.

• Disclosure if the Issuer or any of its predecessors previously failed to comply with the ongoing reporting requirements of Regulation Crowdfunding

• Issuers must disclose their current number of employees.

• Issuers must disclose the material terms of any indebtedness, including, among other items, the amount, interest rate, and maturity date of the indebtedness.

• Issuers are required to provide disclosure about the exempt offerings they conducted within the past three years, describing the date of the offering, the offering exemption relied upon, the type of securities offered, the number of securities sold, and the use of proceeds.

• Through the Issuance Express, Issuers must show progress updates toward their target amount.

• A description of the right to cancel the transaction after 48 hours' notice of completion.

• Disclosure that any material changes require the investors to reconfirm their investment within five days.

• Issuers can offer a fixed target amount or target amount and oversubscription up to a stated maximum amount. The Issuer can close on the funds received once they reach the target amount and provide all investors with 48 hours' notice, and investors have a right to cancel during that time; if the investment is not canceled, the investor will receive the purchased securities. They can then have periodic closings on future investments giving the same 48-hour notice with each closing. Should a material change occur, it will only affect investments that have not been closed, with each Investor being notified of the requirement to reconfirm their investment within five days, or it will be canceled.

• Following the completion of an offering, there may or may not be any ongoing relationship between the issuer and Issuance Express.

• Issuance Express is a Crowdfunding Portal to bring Issuers and Investors together. Once an Issuer has completed their offering, there may or may not be an ongoing relationship between Issuance Express and the Issuer. Investors will own securities in the Issuer and will have a direct relationship with them regarding the securities. Issuance Express will be available should the Issuer choose to offer additional securities (Issuers can offer up to $5,000,000 each year) and may offer other services to help with annual reports and consulting in the future. Investors should understand this shift to work directly with the Issuer once the transaction is complete.

Communications.

On the funding portal, investors may ask questions to issuers about the offering, and issuers will answer. All questions and answers are available for public viewing in an effort to help all investors assess the opportunity. Investors can also post reviews, and issuers can provide periodic updates on their progress. All communications shall be based on principles of fair dealing and good faith.

Issuers and anyone who promotes an Issuer on the portal must clearly disclose in all communications that he or she is engaging in promotional activities on behalf of the Issuer and identify their relationship and if they are being compensated.

Code of Conduct

The Issuance Express funding portal is designed to bring investors and issuers together and facilitate communications. It is expected that all parties conduct themselves in a professional, respectful manner. No communication may make any false, exaggerated, unwarranted, or misleading statement or claim. No communications may disparage or contain offensive, sexist, or racist comments. We encourage our members to report abuse concerns and reserve the right to terminate any person's access without recourse should we determine inappropriate behavior.

Issuance Express also reserves the right to terminate an offering if we become aware of information that causes us to believe that the Issuer or the offering presents the potential for fraud or otherwise raises concerns about investor protection.

Funding Portal Compensation.

Issuance Express is compensated for its services with an upfront offering fee of $1,000 to $10,000 paid for by the Issuer, a cash success fee which is a percentage of the money raised not to exceed 8%, and an equity success fee at an equivalent value of up to 5% of the funds raised on the same terms and conditions of the Regulation Crowdfunding Investors. For example, if $100,000 is raised, this would amount to up to $5,000 worth of stock. Some additional fees are passed through to the Issuer for bank services, such as an escrow account and fees on funds going into or out of the escrow account. Funds are held in escrow at a banking institution until the investment target is met. Exact details of the fees to be paid will appear in each Issuer’s Form C.

Educational Materials.

Educational materials are available on Issuance Express. Additional links below provide investment guidance and regulations from the SEC (Securities and Exchange Commission) and FINRA (Financial Industry Regulatory Authority).

Important Disclosure: Jumpstart Micro, Inc d.b.a. Issuance Express (“Issuance Express”) is a Funding Portal registered with the SEC and a member of FINRA. Under Regulation Crowdfunding, Issuance Express acts as an intermediary platform for Issuers (companies selling securities in compliance with the regulations) and Investors (individuals purchasing services offered by Issuers). Issuance Express does not provide investment advice or make any investment recommendations to any persons, ever. Please see the disclosures for more details.

Investors should weigh the risk of investing, which includes the potential loss of investment and the illiquid nature of non-public shares. Please find more information on our disclosure page.